EXHIBIT 4.3

                              NOVADEL PHARMA INC.

                      NONQUALIFIED STOCK OPTION AGREEMENT

      AGREEMENT,  made as of this [INSERT DATE],  by and between  NOVADEL PHARMA
INC.,  a  Delaware   corporation,   having  offices  at  25  Minneakoning  Road,
Flemington,  NJ 08822  (the  "Company"),  and  [INSERT  NAME AND  ADDRESS]  (the
"Optionee").

      WHEREAS, on the date hereof the Optionee was [DESCRIBE EVENT]; and,

      WHEREAS, the grant of the within Options, which are to vest according to a
schedule  contained  in this  Agreement,  have been  authorized  by the Board of
Directors of the Company (the "Board");

      NOW, THEREFORE, it is agreed:

1. DATE OF GRANT. The date of grant of this Option is [INSERT DATE].

2. NATURE OF THE OPTION. This Option is a nonqualified non-plan Option, pursuant
to which  Optionee  is  hereby  granted  the  right,  subject  to the  terms and
conditions  hereof,  to purchase up to [INSERT  NUMBER] shares of the authorized
but unissued common stock,  par value $.001 per share,  of the Company  ("Option
Shares").

3.  EXERCISE  PRICE.  The exercise  price is $[INSERT]  for each share of Common
Stock.

4. EXERCISABILITY OF OPTION. This Option shall be exercisable during its term as
follows:

      4.1 This Option shall vest and become exercisable [DESCRIBE].

      4.2 This Option may not be exercised for a fraction of a share.

      4.3 The Options  granted  hereunder  shall expire at the close of business
[INSERT DATE].

5. METHOD OF EXERCISE.

      5.1 NOTICE TO THE  COMPANY.  The Option  shall be exercised in whole or in
part by written notice in  substantially  the form attached  hereto as Exhibit A
directed to the Company at its principal  place of business  accompanied by full
payment as  hereinafter  provided of the exercise price for the number of Option
Shares specified in the notice.

<PAGE>

      5.2 DELIVERY OF OPTION SHARES. The Company shall deliver a certificate for
the Option Shares to the Optionee as soon as practicable after payment therefor.

      5.3 PAYMENT OF PURCHASE PRICE.

            5.3.1 CASH  PAYMENT.  The  Optionee  shall make all payments by wire
transfer,  certified  or bank  check,  in each case  payable to the order of the
Company;  the Company shall not be required to deliver  certificates  for Option
Shares until the Company has confirmed  the receipt of good and available  funds
in payment of the purchase price thereof.

            5.3.2 PAYMENT OF WITHHOLDING TAX. Any required withholding tax shall
be paid in cash or certified or bank check or company check.

            5.3.3 RESTRICTIONS ON EXERCISE.  This Option may not be exercised if
the  issuance  of such  Shares  upon such  exercise  or the method of payment of
consideration  for such shares would  constitute  a violation of any  applicable
federal or state securities or other law or regulation, including any rule under
Part  207 of Title 12 of the Code of  Federal  Regulations  ("Regulation  G") as
promulgated by the Federal Reserve Board. As a condition to the exercise of this
Option,  the Company may require  the  Optionee to make any  representation  and
warranty to the Company as may be required by any applicable law or regulation.

            5.3.4 CASHLESS EXERCISE. Notwithstanding the provisions of paragraph
5.3.1, above, the Optionee may, at his discretion, elect to exercise the Options
in whole or in part by receiving Shares equal to the value (as determined below)
of the Options  being  exercised,  in which event the Company shall issue to the
Optionee a number of Shares calculated on the basis of the following formula:

                  X =   Y(A-B)
                        ------
                          A

      Where:      X =   the number of Shares to be issued to the Optionee

                  Y =   the number of Options to be exercised

                  A =   the current  Market Price of one share of Common Stock
                        calculated  as of  the  last  business  day  immediately
                        preceding the exercise of the Options

                  B =   the Exercise Price

6. OPTIONEE'S  REPRESENTATIONS.  The Optionee hereby  represents and warrants to
the Company that:

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<PAGE>

      6.1  INVESTMENT  INTENT.  The Optionee is  acquiring  the Option and shall
acquire the Option  Shares for his own  account and not with a view  towards the
distribution thereof;

      6.2 OPTION SHARES RESTRICTED.  The Optionee  understands that the Optionee
must, for an indefinite period of time, bear the economic risk of the investment
in the Option  Shares,  which  cannot be sold by him unless they are  registered
under the  Securities  Act of 1933,  as amended (the "1933 Act") or an exemption
therefrom is available thereunder and that the Company is under no obligation to
register the Option Shares for sale under the 1933 Act;

      6.3 ACCESS TO INFORMATION.  In his position with the Company, the Optionee
has had both the  opportunity  to ask  questions  and receive  answers  from the
officers  and  directors  of the Company  and all  persons  acting on its behalf
concerning  the terms and  conditions of the offer made  hereunder and to obtain
any additional  information  to the extent the Company  possesses or may possess
such  information  or can  acquire  it  without  unreasonable  effort or expense
necessary to verify the accuracy of the  information  contained in the Company's
offering documents.

      6.4 TRANSFER  RESTRICTIONS.  The Optionee is aware that the Company  shall
place stop transfer  orders with its transfer  agent against the transfer of the
Option Shares in the absence of registration  under the 1933 Act or an exemption
therefrom as provided herein; and

      6.5 LEGENDS. The certificates  evidencing the Option Shares shall bear the
following legends:

            "The shares  represented by this  certificate have been acquired for
            investment and have not been registered  under the Securities Act of
            1933.  The shares may not be sold or  transferred  in the absence of
            such registration or an exemption therefrom under the 1933 Act."

            "The  shares  represented  by this  certificate  have been  acquired
            pursuant to a Stock Option  Agreement,  dated as of [INSERT DATE], a
            copy  of  which  is on  file  with  the  Company,  and  may  not  be
            transferred,  pledged or disposed of except in  accordance  with the
            terms and

            conditions thereof."

7.  WITHHOLDING TAX. Not later than the date as of which an amount first becomes
includable  in the gross income of the Optionee for Federal  income tax purposes
with  respect to the Option,  the  Optionee  shall pay to the  Company,  or make
arrangements  satisfactory  to the  Committee  regarding  the  payment  of,  any
Federal,  state and local  taxes of any kind  required  by law to be withheld or
paid with respect to such amount.  The  obligations  of the Company  pursuant to
this Agreement shall be conditional  upon such payment or arrangements  with the
Company and the Company shall, to the extent permitted by law, have the right to
deduct any such taxes from any payment of any kind otherwise due to the Optionee
from the Company.

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<PAGE>

8.  TERMINATION OF [DESCRIBE].  If the Optionee ceases to serve as [DESCRIBE] of
the Company,  Optionee  may, but only for a period of thirty (30) days after the
date on which Optionee  ceased to be a [DESCRIBE] of the Company,  exercise this
Option,  to the extent  Optionee  was  entitled  to  exercise  it at the date of
termination. If, however, Optionee's [DESCRIBE] is terminated by the Company for
Cause, as commonly defined, this Option shall become void effective upon the act
of termination.

9. DEATH OR  INCAPACITY  OF  OPTIONEE.  This Option  shall  survive the death or
incapacity  of the  Optionee,  and shall  bind and enure to the  benefit  of the
Optionee's heirs, executors, administrators of personal representatives.

10.  NON-TRANSFERABILITY  OF OPTION.  This Option may not be  transferred in any
manner without the Optionee obtaining the express written consent of the Company
prior to the proposed transfer.

11. EARLY DISPOSITION OF SHARES. [INTENTIONALLY OMITTED]

12. TERM OF OPTION.  This Option may not be  exercised  more than ten (10) years
from the date of grant of this  Option,  and may be  exercised  during such term
only in accordance with the terms of this Option Agreement.

13. RESTRICTION ON TRANSFER OF OPTION SHARES.  Anything in this Agreement to the
contrary  notwithstanding,  the Optionee  hereby  agrees that it shall not sell,
transfer by any means or otherwise  dispose of the Option Shares  acquired by it
without  registration  under the 1933 Act,  or in the event that they are not so
registered,  unless (i) an exemption from the 1933 Act registration requirements
is available  thereunder,  and (ii) the Optionee has  furnished the Company with
notice  of such  proposed  transfer  and the  Company's  legal  counsel,  in its
reasonable opinion, shall deem such proposed transfer to be so exempt.

14. MISCELLANEOUS.

      14.1 NOTICES. All notices,  requests,  deliveries,  payments,  demands and
other  communications  which are  required or  permitted  to be given under this
Agreement shall be in writing and shall be either  delivered  personally or sent
by  registered  or  certified  mail,  or  by  private  courier,  return  receipt
requested,  postage prepaid to the Company at its principal executive office and
to the  Optionee  at his address set forth  above,  or to such other  address as
either  party  shall have  specified  by notice in writing to the other.  Notice
shall be deemed  duly  given  hereunder  when  delivered  or mailed as  provided
herein.

      14.2 LAW  PARAMOUNT;  CONFLICTS  WITH LAW.  This  Agreement and the Option
shall, in all respects,  be subject to the requirements of any applicable law or
regulation, whether or not stated herein. In the event of a conflict between the
provisions  of law or  regulation  and the  provisions  of this  Agreement,  the
provisions of law or regulation shall in all respects be controlling.

                                       4
<PAGE>

      14.3 STOCKHOLDER  RIGHTS. The Optionee shall not have any of the rights of
a  stockholder  with  respect to the Option  Shares  until such shares have been
issued after the due exercise of the Option.

      14.4 WAIVER.  The waiver by any party hereto of a breach of any  provision
of this Agreement  shall not operate or be construed as a waiver of any other or
subsequent breach.

      14.5 ENTIRE  AGREEMENT.  This Agreement  constitutes the entire  agreement
between the parties with respect to the subject  matter  hereof.  This Agreement
may not be amended except by writing executed by the Optionee and the Company.

      14.6 BINDING EFFECT; SUCCESSORS. This Agreement shall inure to the benefit
of and be binding  upon the parties  hereto  and,  to the extent not  prohibited
herein, their respective heirs, successors, assigns and representatives. Nothing
in this  Agreement  expressed  or  implied,  is intended to confer on any person
other than the parties hereto and as provided  above,  their  respective  heirs,
successors,  assigns and  representatives any rights,  remedies,  obligations or
liabilities.

      14.7 GOVERNING  LAW. This Agreement  shall be governed by and construed in
accordance  with the laws of the State of Delaware  (without regard to choice of
law provisions).

      14.8 HEADINGS.  The headings  contained herein are for the sole purpose of
convenience  of reference,  and shall not in any way limit or affect the meaning
or interpretation of any of the terms or provisions of this Agreement.

      IN WITNESS  WHEREOF,  the parties  hereto have signed this Agreement as of
the day and year first above written.

                                          NOVADEL PHARMA INC.
                                          (a Delaware corporation)

                                          By:______________________________
                                             Gary A. Shangold, President



                                          _________________________________
                                          Optionee


                                       5
<PAGE>


                                   EXHIBIT A

                      FORM OF NOTICE OF EXERCISE OF OPTION

_________________________
            Date

NovaDel Pharma Inc.

Attention:  Board of Directors

            RE:   NOVADEL PHARMA INC.
                  PURCHASE OF OPTION SHARES

Gentlemen:

      In accordance  with the Stock Option  Agreement  dated as of [INSERT DATE]
("Agreement")  between [INSERT NAME]  ("Optionee")  and Novadel Pharma Inc. (the
"Company"),  the  Optionee  hereby  irrevocably  elects to exercise the right to
purchase  ___________  shares of the Company's common stock, par value $.001 per
share  ("Common  Stock"),  which are being  purchased for investment and not for
resale.

      As payment  for my shares,  enclosed  is (check  and  complete  applicable
box[es]):

      ------
                   a [certified  check]  [bank check]  payable to the order of
                   "NovaDel Pharma Inc." in the sum of $__________;
      ------


      ------
                   confirmation   of   wire   transfer   in  the   amount   of
                   $__________; and/or
      ------


      ------
                   cashless exercise per paragraph 5.3.4

      ------


      The Optionee hereby represents,  warrants to, and agrees with, the Company
that

            (i) The Optionee is acquiring  the Option Shares for his own account
for  investment  purposes  only  and not with a view to,  or for the  resale  in
connection with any "distribution" thereof for purposes of the Securities Act of
1933 (the "1933 Act");

            (ii) The  Optionee is aware of the  Company's  business  affairs and
financial condition,  and have acquired sufficient information about the Company
to reach an informed and knowledgeable  decision to acquire the securities.  The
Optionee has received a copy of all reports and  documents  required to be filed
by the Company with the Commission  pursuant to the  Securities  Exchange Act of
1934  ("Exchange  Act") within the last 24 months and all reports  issued by the
Company to its stockholders;

                                       6
<PAGE>

            (iii) The Optionee  understands  that he must bear for an indefinite
period of time the economic risk of an investment  in the Option  Shares,  which
cannot  be sold by him  unless  they  are  registered  under  the 1933 Act or an
exemption  therefrom  is available  thereunder  and that the Company is under no
obligation to register the Option Shares for sale under the 1933 Act;

            (iv) In his position with the Company, the Optionee has had both the
opportunity to ask questions and receive answers from the officers and directors
of the  Company and all persons  acting on its behalf  concerning  the terms and
conditions of the offer made hereunder and to obtain any additional  information
to the extent the Company possess or may possess such information or can acquire
it without  unreasonable  effort or expense  necessary to verify the accuracy of
the information obtained pursuant to clause (ii) above;

            (v) The Optionee is aware that the Company shall place stop transfer
orders with its transfer  agent against the transfer of the Option Shares in the
absence of registration under the 1933 Act or an exemption therefrom as provided
herein;

            (vi) The Optionee's  rights with respect to the Option Shares shall,
in all respects, be subject to the terms and conditions of this Agreement; and

            (vii) the  certificates  evidencing the Option Shares shall bear the
following legends:

            "The shares  represented by this  certificate have been acquired for
            investment and have not been registered  under the Securities Act of
            1933.  The shares may not be sold or  transferred  in the absence of
            such registration or an exemption therefrom under said Act."

            "The  shares  represented  by this  certificate  have been  acquired
            pursuant to a Stock Option  Agreement,  dated as of [INSERT DATE], a
            copy  of  which  is on  file  with  the  Company,  and  may  not  be
            transferred,  pledged or disposed of except in  accordance  with the
            terms and conditions thereof."

            (viii) The  Optionee is familiar  with the  provisions  of Rule 144,
promulgated  under the 1933 Act,  which,  in substance,  permits  limited public
resale of "restricted  securities"  acquired,  directly or indirectly,  from the
issuer thereof (or from an affiliate of such issuer),  in a non-public  offering
subject  to the  satisfaction  of certain  conditions,  including,  among  other
things:  (1) the availability of certain public  information  about the Company;
(2) the resale  occurring not less than one year after the party has  purchased,
and made full payment  within the meaning of Rule 144, for the  securities to be

                                       7
<PAGE>

sold; and, in the case of an affiliate,  or of a non-affiliate  who has held the
securities  less than two years,  (3) the sale being made through a broker in an
unsolicited  "broker's  transaction" or in  transactions  directly with a market
maker (as said term is defined under  Exchange Act) and the amount of securities
being sold during any three-month period not exceeding the specified limitations
stated in Rule 144, if applicable.

            (ix) The Optionee further understands that at the time he decides to
sell the  securities  there may be no public  market  upon  which to make such a
sale, and that, even if such a public market then exists, the Company may not be
satisfying the current public information requirements of Rule 144, and that, in
such event,  the Optionee would be precluded  from selling the securities  under
Rule 144 even if the one-year minimum holding period is satisfied.

            (x) The Optionee  further  understands  that in the event all of the
applicable  requirements of Rule 144 are not satisfied,  registration  under the
1933 Act,  or some other  registration  exemption  will be  required;  and that,
notwithstanding  the fact that Rule 144 is not  exclusive,  the Staff of the SEC
has  expressed  its opinion  that persons  proposing  to sell private  placement
securities  other than in a registered  offering and otherwise  than pursuant to
Rule 144 will  have a  substantial  burden  of  proof  in  establishing  that an
exemption from registration is available for such offers or sales, and that such
persons and their respective  brokers who participate in such transactions do so
at their own risk.

Kindly forward to me my certificate at your earliest convenience.

Very truly yours,

____________________________        ____________________________
(Signature)                         (Address)


______________________________      ______________________________
(Print Name)


                                    ______________________________
                                    (Social Security Number)